-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EHNrhkVhBInQAa3G35/cMKLiywTeulpVh7a+a4XikHUqfonAE0L8OeMQ3XucIY2F kV34lcyYJA+gJKhktuXC+w== 0000806384-99-000010.txt : 19990202 0000806384-99-000010.hdr.sgml : 19990202 ACCESSION NUMBER: 0000806384-99-000010 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTECH INTERNATIONAL INC CENTRAL INDEX KEY: 0000760461 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 232259391 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: SEC FILE NUMBER: 000-15374 FILM NUMBER: 99517573 BUSINESS ADDRESS: STREET 1: 195 CARTER DRIVE CITY: EDISON STATE: NJ ZIP: 08817 BUSINESS PHONE: 9082876640 MAIL ADDRESS: STREET 2: 195 CARTER DR CITY: EDISON STATE: NJ ZIP: 08817 DEFR14A 1 SCHEDULE 14A INFORMATION AMENDMENT NO. 1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 PENTECH INTERNATIONAL INC. (Name of Registrant as Specific in Its Charter) RICHARD S. KALIN (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box) : [X] No fee required PENTECH INTERNATIONAL INC. (a Delaware corporation) [LOGO] NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AT 10:00 A.M. ON APRIL 14, 1999 To the Shareholders of PENTECH INTERNATIONAL, INC.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Meeting") of PENTECH INTERNATIONAL INC. (the "Company") will be held on April 14, 1999 at 10:00 A.M. in the Holiday Inn, 4701 Stelton Road, South Plainfield, Piscataway, New Jersey 07080 to consider and vote on the following matters described under the corresponding numbers in the attached Proxy Statement: 1. The election of seven directors; and 2. Such other matters as may properly come before the Meeting. The Board of Directors has fixed February 26, 1999 at the close of business, as the record date for the determination of shareholders entitled to vote at the Meeting, and only holders of shares of Common Stock of the Company of record at the close of business on that day will be entitled to vote. The stock transfer books of the Company will not be closed. A complete list of shareholders entitled to vote at the Meeting shall be available for examination by any shareholder, for any purpose germane to the Meeting, during ordinary business hours from March 14, 1999 until the Meeting at the offices of the Company. This list will also be available at the Meeting. Whether or not you expect to be present at the Meeting, please fill in, date, sign and return the enclosed Proxy, which is solicited by management. The Proxy is revocable and will not affect your right to vote in person in the event you attend the Meeting. By Order of the Board of Directors Richard S. Kalin, Secretary Date: March 12, 1999 PENTECH INTERNATIONAL INC. 195 Carter Drive Edison, New Jersey 08817 [Logo] PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AT 10:00 A.M. ON APRIL 14, 1999 The enclosed proxy is solicited by the management of PENTECH INTERNATIONAL INC. (the "Company") in connection with the Annual Meeting of Shareholders (the "Meeting") to be held on April 14, 1999 at 10:00 A.M. in the Holiday Inn, 4701 Stelton Road, South Plainfield, Piscataway, New Jersey 07080 and any adjournment thereof. The Board of Directors has set February 26, 1999 at the close of business as the record date for the determination of shareholders entitled to vote at the Meeting. A shareholder executing and returning a proxy has the power to revoke it at any time before it is exercised by filing a later proxy with, or other communication to, the Secretary of the Company or by attending the Meeting and voting in person. The proxy will be voted in accordance with your directions as to: (1) The election of the seven persons listed herein as directors of the Company; and (2) Such other matters as may properly come before the Meeting. In the absence of direction, the proxy will be voted in favor of these proposals. The entire cost of soliciting proxies will be borne by the Company. The cost of solicitation, which represents an amount believed to be normally expended for a solicitation relating to an uncontested election of directors, will include the cost of supplying necessary additional copies of the solicitation materials and the Company's Annual Report to Shareholders for its fiscal year ended September 30, 1998 (the "Annual Report") to beneficial owners of shares held of record by brokers, dealers, banks, trustees, and their nominees, including the reasonable expenses of such recordholders for completing the mailing of such materials and Annual Report to such beneficial owners. Only shareholders of record of the Company's 12,570,258 shares of Common Stock (the "Common Stock") outstanding at the close of business on February 26, 1999 will be entitled to vote. Each share of Common Stock is entitled to one vote. Holders of a majority of the outstanding shares of Common Stock must be represented in person or by proxy in order to achieve a quorum. The proxy statement, the attached notice of meeting, the enclosed form of proxy and the Annual Report are being mailed to shareholders on or about March 12, 1999. The mailing address of the Company's principal executive offices is 195 Carter Drive, Edison, New Jersey 08817. 1. ELECTION OF DIRECTORS Seven directors are to be elected by a majority of the votes cast at the Meeting, each to hold office until the next Annual Meeting of Shareholders and until his respective successor is elected and qualified. The persons named in the accompanying proxy have advised management that it is their intention to vote for the election of the following nominees as directors unless authority is withheld: o Roy L. Boe o Richard S. Kalin o John F. Kuypers o David Melnick o Norman Melnick o Robert K. Semel o William Visone Management has no reason to believe that any nominee will be unable to serve. In the event that any nominee becomes unavailable, the proxies may be voted for the election of such person or persons who may be designated by the Board of Directors. Information Regarding Officers, Directors and Nominees for Election The following is certain information regarding nominees, current directors and executive officers of the Company: Position with Year became Name Age the Company Officer or Director Norman Melnick 67 Chairman 1984 David Melnick 40 Chief Executive 1984 Officer, President and Director John F. Kuypers 40 Director 1991 Richard S. Kalin 44 Secretary and 1984 Director Roy L. Boe 68 Director 1994 Position with Year became Name Age the Company Officer or Director Robert K. Semel 61 Director 1997 William Visone 35 Nominee, 1992 Vice President, Finance and Administration, Chief Financial Officer Jerry Kuypers 31 Executive Vice 1999 President- Sales Richard Ginelli 54 Vice President, 1997 Manufacturing Linda El-Fakir 36 Vice President, 1997 Marketing Norman Melnick. Mr. Norman Melnick, a founder of the Company, has been Chairman of the Company since its inception in April 1984. He was Chief Executive Officer ("CEO") until November 1995. Mr. Norman Melnick is Mr. David Melnick's father. David Melnick. Mr. David Melnick, a founder of the Company, has been a Director of the Company since its inception in April 1984. He was President until November 1995, when he was elected Chief Operating Officer. In March 1998, Mr. Melnick was appointed President and Chief Executive Officer. John F. Kuypers. Mr. Kuypers was employed by the Company from September 1991 through January 1999 as Executive Vice President- Marketing. He is currently Senior Vice President, Sales and Marketing at Uniek, Inc., a company engaged in marketing window frames to mass market retailers. His brother is Executive Vice President-Sales for the Company. Richard S. Kalin. Mr. Kalin has been Secretary and Director of the Company since its inception in April 1984. He is Chairman, Secretary and Director of Micronetics Wireless, Inc., a manufacturer of wireless network components. He has been engaged in the private practice of law since November 1983 and currently Kalin & Associates, P.C., a law firm of which Mr. Kalin is the controlling shareholder, is general counsel to the Company. Roy L. Boe. Mr. Boe has been President of the Worcester Icecats, Inc. since its inception in 1994. The Worcester Icecats are an American Hockey League ice hockey team located in Worcester, MA. He has also been President of the North American Sports Group (the "Group") since its inception in December 1987. The Group advises universities and city governments on matters relating to the acquisition, promotion and development of athletic facilities, teams and franchises within the United States. He is also a director of Micronetics Wireless, Inc. Robert K. Semel. Mr. Semel, since January 1995, has been President and Chief Operating Officer of Uniflex, Inc., a designer, manufacturer and marketer of a broad line of customized plastic packaging. In addition, Mr. Semel has been a Director of Uniflex, Inc. since December 1990 and Secretary since April 1993. Mr. Semel's prior position with Uniflex, Inc. includes Executive Vice President from December 1990 to January 1995. William Visone. Mr. Visone has been employed by the Company since January 1992, initially as Controller and presently as Chief Financial Officer. In April 1992, Mr. Visone was elected Treasurer and in December 1997, Mr. Visone was elected Vice President, Finance and Administration. Jerry Kuypers. Mr. Kuypers has been employed in various sales capacities by the Company for over six years. In January 1999, he was promoted to Executive Vice President-Sales. Richard Ginelli. Mr. Ginelli has been employed by the Company since 1992 as Director of Operations. In December 1997, Mr. Ginelli was appointed Vice President, Manufacturing. Linda El-Fakir. Ms. El-Fakir has been employed by the Company since 1995 as Marketing Director. In December 1997, Ms. El-Fakir was appointed Vice President, Marketing. During the fiscal year ended September 30, 1998 ("Fiscal 1998"), the Board of Directors met on seven occasions. The Company has an Audit Committee (the "Audit Committee") consisting of Messrs. Norman Melnick, Kalin and Semel which is authorized to review the financial statements of the Company. The Company also has a Stock Option-Compensation Committee (the "Compensation Committee") consisting of Messrs. Boe, Kalin and Semel, which determines compensation for senior management and awards stock options. The Audit Committee met one time during Fiscal 1998. Executive Compensation The following table sets forth for Fiscal 1998 and its fiscal years ended September 30, 1997 and 1996, information relating to compensation received by the Company's CEO and by each of the Company's executive officers whose Fiscal 1998 compensation was more than $100,000 per year: SUMMARY COMPENSATION TABLE Long-Term Annual Compensation Compensation Name and Principal Fiscal Option Position Year Salary($) Grants Norman Melnick, 1998 162,500 - Chairman 1997 200,000 60,000 1996 225,000 - John W. Linster, 1998 191,000 - formerly President 1997 258,500 150,000 and CEO 1996 207,000 - David Melnick, 1998 146,000 - Chief Executive 1997 157,500 30,000 Officer 1996 157,500 - John F. Kuypers, 1998 262,000 - formerly Executive 1997 255,000 144,000 Vice President- 1996 250,000 - Marketing(1) William Visone, 1998 125,000 10,000 Treasurer and Chief 1997 112,000 40,000 Financial Officer 1996 102,000 - (1) Resigned in January 1999. The aggregate amount of other compensation for each of Messrs. Norman Melnick, Linster, David Melnick, Kuypers and Visone did not, in any case, exceed the lesser of $50,000 or ten percent of the total compensation. Mr. Linster's employment agreement with the Company commenced in November 1995 and was terminated, without cause, on March 27, 1998. Mr. Linster received five months severance pay and exercised options to purchase 40,000 shares for $30,000. Mr. John Kuypers' employment agreement with the Company commenced in September 1991. Mr. Kuypers voluntarily resigned in January 1999. Both agreements contained a one year restrictive covenant relating to competition upon termination of employment. Profit Sharing Plan During the Fiscal year ended September 30, 1988, the Company established a non-contributory profit sharing plan and trust (the "Profit Sharing Plan") which covers all eligible employees, including officers of the Company, who are at least twenty and one- half years of age and have completed one year of service with the Company. In April 1993 the Profit Sharing Plan was converted into a contributory plan (hereinafter the "401(k) Plan") which is qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). All money in the Profit Sharing Plan was rolled over into the 401(k) Plan. Each participant's interest for contributions made by the Company vests at the rate of 20% after two years of service, 40% after three years of service, 60% after four years of service, 80% after five years of service, and 100% after six years of service. The retirement age under the Plan is 65 or after the sixth year of credited service, whichever is later on. The Company contributed $32,558 to the 401(k) Plan in Fiscal 1998. The 401(k) Plan also includes certain death benefits and disability benefits. Messrs. N. Melnick, D. Melnick, Kuypers, and Visone are fully vested under the 401(k) Plan. Stock Option Plans The Company currently has three stock option plans. The 1989 Stock Option Plan was adopted by the Board of Directors on January 5, 1989 and was approved by the shareholders of the Company on April 6, 1989 (the "1989 Plan"). No additional options may be granted under the 1989 Plan. The 1993 Stock Option Plan was adopted by the Board of Directors on January 5, 1993 and was approved by the shareholders of the Company on April 12, 1993 (the "1993 Plan"). The 1995 Stock Option Plan was adopted by the Board of Directors on March 15, 1995 and approved by the shareholders of the Company on May 9, 1995 (the "1995 Plan") (the 1989 Plan, the 1993 Plan and the 1995 Plan are collectively referred to as the "Plans"). Stock options granted under the Plans are intended to qualify as "incentive stock options" within the meaning of Section 422A of the Code ("Incentive Options"). The Plans also allow the granting of non-qualified stock options ("Non-Qualified Options") (Incentive Options and Non-Qualified Options are collectively referred to as "Options"). The 1989 Plan additionally allows the granting of limited stock appreciation rights. Under the 1989 Plan, Incentive Options may be granted to the Company's officers and employees. Under the 1993 Plan and the 1995 Plan, Incentive Options may be granted to the Company's employees, consultants, advisors to the Board of Directors and qualified directors. The Plans are administered by the Compensation Committee, which has the authority to determine the person to whom Options may be granted, the number of shares of Common Stock to be covered by each Option, the time or times at which the Options may be granted or exercised and for the most part, the terms and provisions of the Options. The exercise price of Options granted under the Plans may not be less than the fair market value of the shares of Common Stock on the date of grant (110% of the fair market value if granted to a person owning in excess of ten percent of the Company's securities). Options granted under the 1989 Plan may not be exercised more than ten years from the date of grant (five years if granted to a person owning in excess of ten percent of the Company's securities). Options granted under the 1993 Plan may not be exercised more than five years from the date of grant. The 1989 Plan terminates on January 5, 1999. The 1993 Plan terminates on January 4, 2003. The 1995 Plan terminates on January 4, 2005. On November 17, 1996, the Board of Directors adopted an Option Exchange Program pursuant to which certain employees and consultants were given the one-time option to amend their options so that, as amended, the revised options would have a new three year vesting period, commencing one third November 17, 1997, and additional one thirds each of the next two yearly anniversaries thereof, for 60% of the previous number of shares covered by the options, exercisable at $.75 per share, the market price on the date the Option Exchange Program was approved. Messrs. Norman Melnick, Linster, David Melnick, John Kuypers, Kalin, Visone and Boe each were given the right and did participate in the Option Exchange Program. The following is cumulative information relating to outstanding options owned by the Company's executive officers. Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values Unexercised Number of Unexercised In-the-Money Options/ Options at FY-End(#) SARs at FY-End($) Exercisable/ Exercisable/ Name Unexercisable(1) Unexercisable(1) Norman Melnick 120,000/40,000 10,400/5,200 John W. Linster 0/0 0/0 David Melnick 60,000/20,000 13,200/2,600 Richard S. Kalin 40,000/10,000 9,100/1,300 John F. Kuypers 48,000/116,000 14,880/29,760 William Visone 17,500/32,500 3,100/6,200 (1) Represents options after effectiveness of Option Exchange Program at fair market value of Common Stock at September 30, 1998 of $1.06 as reported by NASDAQ, less the exercise price. Additional Information with Respect to Compensation The compensation for each executive officer is determined by the Compensation Committee. Members of the Compensation Committee deliberated in determining compensation and unanimously agreed on the compensation to be awarded each executive officer. In reaching its determination, the Committee considers the recommendations of the President and such factors such as performance of the individual and performance of the Company, as a whole, as well as comparable compensation paid to executives at other similarly situated companies. The Committee also considers stock price, cash flow, revenues, net income and other factors in arriving at its compensation determinations. The Committee believes that compensation should be structured so as to provide incentives to the Company's officers to enhance the long-term profitability of the Company. It is the Committee's view that increases in revenues, net income, cash flow and market share improve shareholder market value. As a result, in making its compensation determinations, the Committee attempts to align the financial interests of the Company's officers with those of its shareholders. Based on these factors, during Fiscal 1998, executive officers received no increases. In addition, the Company established a Management By Objective ("MBO") program during Fiscal 1998 for these executives to determine if any of them become eligible for bonuses during Fiscal 1998. Since the Company failed to achieve its basic threshold financial performance goals, no executive was awarded any bonus for achieving their MBOs during Fiscal 1998. In addition, none of the key executives received merit pay increases. Options to purchase Common Stock are also a key element in the Company's compensation program. Since options granted under the Plans generally provide for at least a one-year waiting period before options may be exercised and an exercise price of the Company's Common Stock at fair market value as of the date of grant, officers benefit from options only when the share price increases. As a result, options help to motivate executives by providing incentives tied to shareholder goals. A new option to purchase 10,000 shares of Common Stock at an exercise price of $1.50 per share was granted to an executive officer during Fiscal 1998. Performance Graph Description: The performance graph was prepared by the Center for Research in Security Prices. This line graph illustrates a comparison of five year-cumulative total returns for Pentech International, Inc., NASDAQ Stock Market (U.S. Companies) and NASDAQ Stocks (SIC 5000-5099 U.S. and Foreign) wholesale trade-durable goods from September 30, 1993 to September 30, 1998. Stock Ownership of Certain Beneficial Owners and Management The following table sets forth the number of shares of Common Stock beneficially owned, directly or indirectly, as of the date hereof, by each of the directors of the Company, nominee directors of the Company and by all persons known by the Company to be beneficial owners of more than five (5%) percent of the outstanding shares of Common Stock, and by all officers and directors as a group: Name and Address Shares (1) Percent Norman Melnick 1,417,428(2)(3) 11.15% 195 Carter Drive Edison, New Jersey 08817 David Melnick 1,920,098(3)(5) 15.19% 195 Carter Drive Edison, New Jersey 08817 Richard S. Kalin 741,639(3)(6) 5.87% One Penn Plaza, Suite 1425 New York, NY 10119 John F. Kuypers 103,000 (4) William Visone 85,000(3) (4) Roy L. Boe 101,500(3)(7) (4) All officers and 4,403,832(2)(3)(5) 34.17% directors as a group (6)(7) (eight persons) (1) All shares of Common Stock are owned directly, unless otherwise noted. (2) Includes 493,300 shares owned by his wife, Libby Melnick, as to which he disclaims beneficial ownership. (3) Includes 140,000, 70,000, 45,000, 30,000, 14,000 and 299,000 shares for Messrs. N. Melnick, D. Melnick, Kalin, Visone, Boe and all officers and directors as a group, respectively, that are issuable upon exercise of options. Does not include 20,000, 10,000, 5,000, 30,000, 2,000 and 57,000 shares issuable upon exercise of options for Messrs. N. Melnick, D. Melnick, Kalin, Visone, Boe and for all officers and directors as a group, which are not exercisable within 60 days. (4) Less than one percent. (5) Includes 869,228 shares owned by his wife, Dana Melnick, and 137,550 shares owned by his minor children, as to which he disclaims beneficial ownership. (6) Includes 345,064 shares owned by his wife, Noelle Makenzie, and 61,000 shares owned by his minor child, as to which he disclaims beneficial ownership. Includes 110,000 shares held in his retirement account. (7) Includes 80,000 Shares owned by his wife, Betty Boe, as to which he disclaims beneficial ownership. Does not include options to purchase 12,500 shares which are not exercisable within 60 days. The Company is unaware of any arrangement, the operation of which, at a subsequent date, may result in a change in control of the Company. Compliance with Section 16(a) of the Exchange Act The Company believes that during the preceding fiscal year its executive officers and directors complied with all Section 16 filing requirements. Certain Transactions During Fiscal 1998, the Company paid legal fees to, and reimbursed disbursements of, Kalin & Banner and Kalin & Associates, P.C., law firms of which Mr. Kalin, a Secretary and Director of the Company, is a partner or owner, in the aggregate amount of approximately $212,000. Directors not otherwise employed or engaged by the Company receive a one-time option grant of 10,000 shares of Common Stock, an annual stipend of $5,000, and $750 per meeting they attend in person. In March 1990, the Company verbally agreed with Mrs. Libby Melnick, the wife of Norman Melnick, Chairman and a Director of the Company, to loan Mrs. Melnick money to purchase a life insurance policy (the "Policy"). The Company is a named insured on the Policy to the extent of premiums paid on the Policy. The proceeds of the Policy to be paid to the Company will be used to repay the loan. Through September 30, 1998, the Company has lent Mrs. Melnick an aggregate of $174,000 toward payment of the premiums on the Policy. The loan bears interest at the rate of eight percent (8%) per annum. The loan was approved by the Board of Directors of the Company. 2. OTHER MATTERS The Board of Directors has no knowledge of any other matters which may come before the Meeting and does not intend to present any other matters. However, if any other matters shall properly come before the Meeting or any adjournment thereof, the persons named as proxies will have discretionary authority to vote the shares of Common Stock represented by the accompanying proxy in accordance with their best judgment. Selection of Auditors The Board of Directors has selected Ernst & Young, L.L.P. ("E&Y") as its independent certified public accountants to audit the financial statements of the Company for its current fiscal year ending September 30, 1999. Mr. Bernard Leone, a member of E&Y, is expected to be present at the Meeting and will be given the opportunity to make a statement and to answer questions any shareholder may have with respect to the financial statements of the Company for Fiscal 1998. Shareholder's Proposals Any shareholder of the Company who wishes to present a proposal to be considered at the next Annual Meeting of Shareholders of the Company and who wishes to have such proposal presented in the Company's proxy statement for such Meeting must deliver such proposal in writing to the Company at 195 Carter Drive, Edison, New Jersey 08817 on or before November 10, 1999. In order to curtail controversy as to the date on which the proposal was received by the Company, it is suggested that proponents submit their proposals by certified, mail-return receipt requested. By Order of the Board of Directors, Richard S. Kalin, Secretary Dated: March 12, 1999 PROXY PENTECH INTERNATIONAL, INC. [LOGO] 195 Carter Drive Edison, New Jersey 08817 This Proxy is Solicited on Behalf of the Board of Directors. The undersigned, revoking all previous proxies, hereby appoints David Melnick and Richard S. Kalin, and each of them, proxies with power of substitution to each, for and in the name of the undersigned to vote all shares of Common Stock of Pentech International, Inc. (the "Company") which the undersigned would be entitled to vote if present at the Annual Meeting of Shareholders of the Company to be held on April 14, 1999 at 10:00 A.M. in the Holiday Inn, 4701 Stelton Road, South Plainfield, Piscataway, New Jersey 07080, and any adjournments thereof, upon the matters set forth in the Notice of Annual Meeting. The undersigned acknowledges receipt of the Notice of Annual Meeting, Proxy Statement and the Company's 1998 Annual Report. 1. ELECTION OF DIRECTORS FOR all nominees listed Withhold Authority to vote below (except as marked for all nominees listed to the contrary below) below (Instruction: To withhold authority to vote for an individual nominee strike a line through such nominee's name from the list below.) ROY L. BOE, RICHARD S. KALIN, JOHN F. KUYPERS, DAVID MELNICK, NORMAN MELNICK, ROBERT K. SEMEL AND WILLIAM VISONE. 2. IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. FOR AGAINST PLEASE SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and when properly executed will be voted as directed herein. If no direction is given, this Proxy will be voted FOR Proposals 1 and 2. Date: , 1999 (Signature) (Signature, if held jointly) Where stock is registered in the names of two or more persons ALL should sign. Signature(s) should correspond exactly with the name(s) as shown above. Please sign, date and return promptly in the enclosed envelope. No postage need be affixed if mailed in the United States. Requests for copies of proxy materials, the Company's Annual Report for its fiscal year ended September 30, 1998 or the Company's Annual Report for its fiscal year ended September 30, 1998 on Form 10-K should be addressed to Shareholder Relations, Pentech International, Inc., 195 Carter Drive, Edison, New Jersey 08817. This material will be furnished without charge to any shareholder requesting it. N:\RSKLAW\PTK\PROXY.J99 -----END PRIVACY-ENHANCED MESSAGE-----